8-KMaterial AgreementsExhibits & Filings

IMPERIAL OIL LTD 8-K Report, Material Agreement (Jan 4, 2005)

Filed January 4, 2005For Securities:IMO

Summary

Imperial Oil Ltd. (IMO) has filed a Current Report (8-K) detailing amendments to its Restricted Stock Unit Plan, effective December 31, 2004. These amendments revise the terms under which restricted stock units are granted and exercised, impacting the company's long-term incentive compensation structure. The changes are primarily administrative and relate to the mechanics of the RSU plan, not immediate financial transactions or operational updates. Investors should note that this filing is primarily focused on the company's compensation and equity incentive programs. The amendments specify that 50% of the units will vest and become exercisable on the third anniversary of the grant date, with the remaining 50% exercisable on the seventh anniversary. The payout will be based on the closing price of Imperial Oil's common shares at the respective anniversary dates, with an option for cash settlement.

Key Highlights

  • 1Imperial Oil Ltd. amended its Restricted Stock Unit (RSU) Plan and general form for RSUs, effective December 31, 2004.
  • 2The RSU Plan serves as a long-term incentive compensation mechanism for employees.
  • 3Under the amended plan, RSUs are tied to the closing price of Imperial Oil's common shares.
  • 4Fifty percent of granted units are exercisable on the third anniversary of the grant date.
  • 5The remaining fifty percent of units are exercisable on the seventh anniversary of the grant date.
  • 6Recipients have the option to receive either common shares or an equivalent cash payment at the seventh anniversary.
  • 7The filing includes the amended RSU Plan and general form for RSUs as an exhibit.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report amendments made to Imperial Oil Ltd.'s Restricted Stock Unit (RSU) Plan and the general form for Restricted Stock Units, effective December 31, 2004. These amendments update the company's long-term incentive compensation structure.

Under the amended plan, each Restricted Stock Unit entitles the recipient to receive either one common share of Imperial Oil or a cash payment equivalent to the closing price of the common shares. Fifty percent of the units will be exercised on the third anniversary of the grant date, and the remaining fifty percent will be exercised on the seventh anniversary of the grant date.

This filing primarily concerns the structure of the company's long-term incentive compensation plan. While the RSU awards will eventually result in share dilution or cash payouts based on future stock prices, these amendments themselves do not represent an immediate material financial transaction or significant operational change that would directly impact the company's current financial statements or shareholders' immediate equity position.

The third anniversary marks the vesting and exercise date for 50% of the granted Restricted Stock Units, with the payout based on the closing share price on that date. The remaining 50% of the units vest and are exercisable on the seventh anniversary, also based on the closing share price at that time, with an option for cash settlement.